Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2017shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Ehave, Inc. |
Entity Central Index Key | 1,653,606 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Trading Symbol | EHVVF |
Entity Common Stock, Shares Outstanding | 71,304,035 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 3,671 | $ 6,781 |
Other receivables | 10,706 | 28,444 |
Prepaid expenses | 14,051 | 13,155 |
Refundable taxes | 30,847 | 0 |
Total current assets | 59,275 | 48,380 |
TOTAL ASSETS | 59,275 | 48,380 |
Current Liabilities | ||
Accounts payable | 509,758 | 357,593 |
Promissory Notes (Note 6) | 196,237 | 0 |
Current portion of Convertible notes (Note 5) | 1,018,885 | 325,000 |
Accrued interest on convertible notes | 73,162 | 24,085 |
Unearned Revenue | 91,515 | |
Total current liabilities | 1,889,557 | 706,678 |
Long term liabilities | ||
Development grant | 178,984 | 167,573 |
Convertible notes (Note 5) | 0 | 366,089 |
Total long term liabilities | 178,984 | 533,662 |
Total Liabilities | 2,068,541 | 1,240,340 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Deficit | ||
Common stock, no par value, unlimited authorized, 71,304,035 issued and outstanding (2016 - 44,359,162 issued and outstanding) | 1,419,544 | 913,403 |
Additional paid in capital (Note 7) | 3,468,314 | 582,825 |
Accumulated deficit | (6,989,124) | (2,847,511) |
Accumulated other comprehensive income | 92,000 | 159,323 |
Total stockholders’ deficit | (2,009,266) | (1,191,960) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 59,275 | $ 48,380 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized, Unlimited | Unlimited | Unlimited |
Common Stock, Shares, Issued | 71,304,035 | 44,359,162 |
Common Stock, Shares, Outstanding | 71,304,035 | 44,359,162 |
STATEMENTS OF OPERATIONS AND OT
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 78,260 | $ 0 |
Operating Expenses | ||
Salaries | 560,440 | 292,389 |
Rent | 26,235 | 35,328 |
Professional fees | 223,928 | 378,156 |
Insurance | 10,277 | 5,110 |
Travel | 12,112 | 30,608 |
Communications | 231,662 | 108,175 |
Software development | 189,976 | 221,688 |
General and administrative | 5,944 | 39,393 |
Total operating expenses | 1,260,574 | 1,110,847 |
Operating Loss | (1,182,314) | (1,110,847) |
Other expenses | ||
Warrant expense | 2,745,731 | 301,606 |
Stock options expense | 139,758 | 73,435 |
Interest and bank charges | 1,208 | 1,175 |
Interest on convertible notes | 72,602 | 19,186 |
Total other expenses | 2,959,299 | 395,402 |
Loss before taxes | (4,141,613) | (1,506,249) |
Less: Refundable taxes | 0 | 4,045 |
Net loss | (4,141,613) | (1,502,204) |
Other Comprehensive income (loss) | ||
Foreign exchange translation adjustment | (67,323) | 35,428 |
Total other comprehensive income (loss) | (67,323) | 35,428 |
Comprehensive loss | $ (4,208,936) | $ (1,466,776) |
Weighted average shares used to compute net loss per share | 69,030,618 | 32,144,065 |
Net loss per share | $ (0.06) | $ (0.05) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,141,613) | $ (1,502,204) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Warrant expense | 2,745,731 | 301,606 |
Stock options expense | 139,758 | 73,435 |
Changes in operating assets and liabilities: | ||
Other receivables | 17,738 | (15,070) |
Prepaid expenses | (896) | (7,155) |
Accounts payable | 152,165 | 261,569 |
Accrued interest on convertible notes | 49,077 | 17,854 |
Unearned revenue | 91,515 | 0 |
Refundable taxes receivable | (30,847) | 109,470 |
Net cash used in operating activities | (977,372) | (760,495) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes | 327,796 | 400,357 |
Proceeds from promissory notes | 196,237 | 0 |
Proceeds from sale of common shares | 0 | 366,455 |
Net cash provided by financing activities | 524,033 | 766,812 |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
Effect of exchange rate on cash | 450,229 | (14,667) |
Net increase (decrease) in cash | (3,110) | (8,350) |
Cash, beginning of year | 6,781 | 15,131 |
Cash, end of year | 3,671 | 6,781 |
Interest and taxes paid | 0 | 0 |
Non-cash financing activity | ||
Conversion of convertible notes | $ 506,141 | $ 0 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Balance at Dec. 31, 2015 | $ (466,680) | $ 546,948 | $ 207,784 | $ (1,345,307) | $ 123,895 |
Balance (in shares) at Dec. 31, 2015 | 28,072,366 | ||||
Issuance of shares for cash | 366,455 | $ 366,455 | |||
Issuance of shares for cash (in shares) | 16,286,796 | ||||
Warrants issued | 375,041 | 375,041 | |||
Net loss | (1,502,204) | (1,502,204) | |||
Foreign exchange translation | 35,428 | 35,428 | |||
Balance at Dec. 31, 2016 | (1,191,960) | $ 913,403 | 582,825 | (2,847,511) | 159,323 |
Balance (in shares) at Dec. 31, 2016 | 44,359,162 | ||||
Prior Year Adjustment | |||||
Prior Year Adjustment (in shares) | 30,558 | ||||
Issuance of shares, primarily on conversion of debt | 506,141 | $ 506,141 | |||
Issuance of shares, primarily on conversion of debt (in shares) | 26,914,315 | ||||
Warrants issued | 2,885,489 | 2,885,489 | |||
Net loss | (4,141,613) | (4,141,613) | |||
Foreign exchange translation | (67,323) | (67,323) | |||
Balance at Dec. 31, 2017 | $ (2,009,266) | $ 1,419,544 | $ 3,468,314 | $ (6,989,124) | $ 92,000 |
Balance (in shares) at Dec. 31, 2017 | 71,304,035 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES EHAVE, Inc. (formerly known as “Behavioural Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a publicly listed company whose shares are traded on the OTCQB under the symbol EHVVF. The Company is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on three tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and rehabilitation software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling, and (3) Ehave Connect, our advanced health informatics and digital application delivery platform. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s functional currency is Canadian dollars. The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as the Company does not have more than $ 1,000,000,000 Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. The following criteria must be met in determining whether revenue may be recorded: (1) persuasive evidence of a contract exists; (2) software has been delivered and/or services have been provided; (3) the price is fixed or determinable; and (4) collection is reasonably assured. Revenue is recorded as the software is delivered and/or services are provided based on the relative fair value of each element. Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met. The Company generates revenue from the following sources: (1) Software revenue, (2) Software as a Service [“SaaS”], and (3) Services revenue. Software Revenue : The Company’s software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third-party software licenses. These software license fees include term licenses, perpetual licenses and rental fees. Maintenance and support are generally offered under annual or multi-year terms and are billed either monthly or annually in advance. The Company’s maintenance and support provides customers with periodic technology updates and interactive support related to our software. Maintenance and support revenue is recognized ratably over the stated term. Services Revenue : The Company’s services offerings help customers to install, optimize and integrate the Company’s software into their computing environment. For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all cases, contract milestones, project risk profile and refund provisions are taken into consideration. The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. The result from currency translation is reflected in stockholders’ deficit as a component of accumulated other comprehensive income. Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. Income tax expense is based on income before income taxes, and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The Company makes claims for Scientific Research and Experimental Development (“SRED”) expenditures which are included in refundable taxes receivable. Judgment is required in the determination of qualifying expenses. The final determination of qualifying expenses is not known until acceptance by tax authorities. The Company's SRED credits are recorded in the financial statements after review of the relevant accounting pronouncements and once the determination of the expected SRED credits are reasonably assured. The claim for the current and prior year is in progress. The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share earnings (loss) per share 4,919,892 2,217,958 11,220.545 12,064,140 During the years ended June 13, 2018 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our financial statements, if any. In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016- 02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our financial statements, if any. Foreign Currency Risk The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are primarily in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $ 6,989,124 4,208,936 In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. At December 31, 2017, the Company had insufficient operating revenues and cash flows to meet its financial obligations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company raised $ 917,138 The translation effect on this amount is $49,500. 1,620,587 591,000 Notwithstanding the foregoing, the Company anticipates that it will have to raise additional capital to fund research and development and operations over the next 12 months. To the extent that the Company is required to raise additional funds to cover costs of operations, the Company intends to do so through additional public or private offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, other than those described in Note 11, no guaranties that any other such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | 3. FAIR VALUE MEASUREMENT ASC Topic 820, Fair Value Measurement |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. RELATED PARTY TRANSACTIONS The Company paid a salary to Prateek Dwivedi, the current Chief Executive Officer and a Director of the Company of $ 304,572 (CDN$ 395,000 23,568 (CDN$ 32,500 117,839 162,350 ). During 2017 the Company paid consulting fees of $ 116,238 150,750 171,519 236,525 On July 27, 2017, the Company entered into a demand non-interest bearing secured promissory note with Scott Woodrow, a director of the Company, in the principal amount of $ 47,778 60,000 800,000 On July 27, 2017, the Company entered into a demand non-interest bearing secured promissory note with NView Management in the principal amount of $ 86,797 109,000 45,490 59,000 On October 11, 2017, the Company entered into a demand non-interest bearing unsecured promissory note with Scott Woodrow, a director of the Company, in the principal amount of $ 80,276 100,000 At December 31, 2016, Convertible Notes to related parties were as follows: Related Party Position Amount Jesse Kaplan Director $ 142,358 David Stefansky Director 142,358 $ 284,896 On January 12, 2017, Jesse Kaplan and David Stefansky resigned as Directors of the Company. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Notes [Member] | |
Debt Disclosure [Text Block] | 5. CONVERTIBLE NOTES During the year ended December 31, 2017, the Company issued $ 609,826 400,357 1,500,000 80 5,500,000 120 During the year ended December 31, 2016, the Company received proceeds on convertible notes of $ 466,000 4 July 7, 2017 November 16, 2018 0.0409 11,947,403 This event took place on February 7, 2017 when the shares of the Company began trading on the OTCQB. In connection with the purchase of convertible notes, holders of the convertible note were issued 9,529,643 The convertible notes are secured by a general security agreement on the Company’s assets. On February 2, 2017, the notes were converted and the warrants were 26,914,315 |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2017 | |
Promissory Note [Member] | |
Debt Disclosure [Text Block] | 6. PROMISSORY NOTES During the year ended December 31, 2017, the Company received proceeds on promissory notes of $196,237. The promissory notes are non-interest bearing and due on demand. Lenders of the promissory notes were issued 2,133,333 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. STOCK BASED COMPENSATION Under the terms of the Company’s employment agreement with the Chief Executive Officer, Prateek Dwivedi, and the Chief Technology Officer, Dave Goyette, Mr. Dwivedi and Mr. Goyette received during the year 1,404,118 707,415 2,808,359 0.50 rateably over 12 months and 24 months respectively Summary Stock Compensation Table The following table sets forth the Company’s paid or accrued stock compensation expense to its officers, directors, employees and contractors. Stock Stock Non-Vested Securities Total Year ended December 31, 2016 $ - $ - $ - 2,808,359 $ - Year ended December 31, 2017 $ - $ - $ - 2,111,533 $ - Shares Weighted- Weighted Aggregate Outstanding December 31, 2015 8,200,000 $ 0 6.0 - Granted 2,808,359 - 5.0 - Exercised (8,200,000) - 4.0 - Forfeited - - - - Outstanding December 31, 2016 2,808,359 $ - 5.0 $ - Granted 2,111,533 $ 0.17 5.0 - Exercised $ - - - Forfeited - - - - Outstanding December 31, 2017 4,919,892 $ - 5.0 $ - 2017 2016 Average expected life in years 5 5 Average risk-free interest rate 2.20 % 5.00 % Average volatility 253 % 100 % Dividend yield 0 % 0 % Risk-free interest rates for the options were taken from the 5 year federal treasury rate at December 31, 2017 In calculating the expected life of stock options, the Company determines the amount of time from grant date to expected contractual term date for vested options. In developing the expected life assumption, all amounts of time are weighted by the number of underlying options. December 31, 2016 and 2017 Shares Weighted Average Weighted Vested 3,410,191 $ 0.14 $ 476,080 Non-vested 1,509,701 $ 0.14 $ 211,706 Total 4,919,892 $ 0.14 $ 687,786 2016 Shares Weighted Average Weighted Vested 2,808,359 $ 0.12 $ 73,435 Non-vested - 0.00 $ 0 Total 2,808,359 $ 0.12 $ 73,435 Warrants Issued Number of Weighted Weighted Average Warrants outstanding at December 31, 2015 7,946,210 - - Granted during the year 12,645,476 $ 0.0818 4.55 Exercised during the year - - - Forfeited during the year - - - Warrants outstanding at December 31, 2016 20,591,686 - - Granted during the year 5,433,230 $ 0.0818 4.50 Exercised during the year 13,330,539 - - Forfeited during the year - - - Warrants outstanding at December 31, 2017 12,694,377 $ 0.0818 4.50 Year Amount 2018 - 2019 - 2020 7,946,210 2021 4,748,167 2022 - 12,694,377 In the Company’s registered public offering in June 2016, purchasers of 8,086,796 0.0818 11,393,643 2,745,730 301,606 2017 2016 Average expected life in years 4.5 5.0 Average risk-free interest rate 2.20 % 5.0 % Average volatility 253 % 100 % Dividend yield 0 % 0 % |
DEVELOPMENT GRANT
DEVELOPMENT GRANT | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | 8. DEVELOPMENT GRANT On June 7, 2012, the Company entered into a project funding agreement with the Canada-Israel Research and Development Foundation (“CIIRDF”). The purpose of the grant was to fund the Company’s activities related to the development of a cognitive assessment and treatment platform for childhood attention deficit disorder and attention hyperactivity disorder (the “Development”). Under the terms of the grant, CIIRDF would fund up to CDN$ 300,000 2.5 225,000 statements |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. INCOME TAXES The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate a deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income tax has been recorded for the years ended December 31, 2017 and December 31, 2016 due to the Company’s net operating loss carryforward from prior years. The Company is entitled to refundable SRED tax credits for qualifying research and development activities performed in Canada. The Company recognizes the benefit of its SRED tax credits when there is reasonable assurance that they will be realized. The Company has a net operating loss for tax purposes of 1,629,068 1,130,809 20 Deferred Income Taxes Deferred income taxes primarily represent the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. 2017 2016 Deferred tax assets (liabilities): Net operating loss carryforward $ 340,489 $ 175,275 Total deferred tax assets 340,489 175,275 Valuation Allowance (340,489) (175,275) Net Deferred tax assets $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. COMMITMENTS AND CONTINGENCIES On December 8, 2011 the Company entered into a Collaboration Agreement between The Hospital for Sick Children (“SickKids”) and the Ontario Brain Institute (“OBI”). Under the terms of the Collaboration Agreement, the OBI agreed to fund SickKids activities related to the development of a software based treatment program for Attention Deficit and Hyperactivity Disorder in children (the “Project”). Funding of SickKids by the OBI was based on a Project budget of CDN$ 491,204 540,000 437,400 50,000 53,000 491,204 5 15,000,000 2.5 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11 SUBSEQUENT EVENTS On January 31, 2018, the Company entered into a secured convertible debenture agreement for total proceeds of $ 1,218,620 1,500,000 75 July 31, 2018 10 $ 609,310 750,000 $ 573,307 750,000 ) was received On January 31, 2018, promissory notes of $ 311,967 384,000 $ 20,098 25,000 $ 332,065 409,000 75 120 July 31, 2018 10 On February 1, 2018, the Company repaid CDN$ 60,000 59,000 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | A. Organization and General Description of Business EHAVE, Inc. (formerly known as “Behavioural Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a publicly listed company whose shares are traded on the OTCQB under the symbol EHVVF. The Company is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on three tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and rehabilitation software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling, and (3) Ehave Connect, our advanced health informatics and digital application delivery platform. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors. |
Basis of Accounting, Policy [Policy Text Block] | These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s functional currency is Canadian dollars. The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as the Company does not have more than $ 1,000,000,000 Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The following criteria must be met in determining whether revenue may be recorded: (1) persuasive evidence of a contract exists; (2) software has been delivered and/or services have been provided; (3) the price is fixed or determinable; and (4) collection is reasonably assured. Revenue is recorded as the software is delivered and/or services are provided based on the relative fair value of each element. Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met. The Company generates revenue from the following sources: (1) Software revenue, (2) Software as a Service [“SaaS”], and (3) Services revenue. Software Revenue : The Company’s software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third-party software licenses. These software license fees include term licenses, perpetual licenses and rental fees. Maintenance and support are generally offered under annual or multi-year terms and are billed either monthly or annually in advance. The Company’s maintenance and support provides customers with periodic technology updates and interactive support related to our software. Maintenance and support revenue is recognized ratably over the stated term. Services Revenue : The Company’s services offerings help customers to install, optimize and integrate the Company’s software into their computing environment. For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all cases, contract milestones, project risk profile and refund provisions are taken into consideration. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Increases and decreases in net assets resulting from currency translation are reflected in stockholders’ deficit as a component of accumulated other comprehensive income. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Products and Research and Development Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. |
Income Tax, Policy [Policy Text Block] | Income tax expense is based on income before income taxes, and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The Company makes claims for Scientific Research and Experimental Development (“SRED”) expenditures which are included in refundable taxes receivable. Judgment is required in the determination of qualifying expenses. The final determination of qualifying expenses is not known until acceptance by tax authorities. The Company's SRED credits are recorded in the financial statements after review of the relevant accounting pronouncements and once the determination of the expected SRED credits are reasonably assured. The claim for the current and prior year is in progress. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share, basic The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share earnings (loss) per share 4,919,892 2,217,958 11,220.545 12,064,140 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Pronouncements During the years ended June 13, 2018 |
New Standards And Interpretation [Policy Text Block] | New standards and interpretations In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our financial statements, if any. In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016- 02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our financial statements, if any. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | C. Risks and Uncertainties Foreign Currency Risk The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are primarily in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | At December 31, 2016, Convertible Notes to related parties were as follows: Related Party Position Amount Jesse Kaplan Director $ 142,358 David Stefansky Director 142,358 $ 284,896 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following table sets forth the Company’s paid or accrued stock compensation expense to its officers, directors, employees and contractors. Stock Stock Non-Vested Securities Total Year ended December 31, 2016 $ - $ - $ - 2,808,359 $ - Year ended December 31, 2017 $ - $ - $ - 2,111,533 $ - |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A Summary of the status of the Company’s option grants as of December 31, 2017 and 2016 and the changes during the periods then ended is presented below: Shares Weighted- Weighted Aggregate Outstanding December 31, 2015 8,200,000 $ 0 6.0 - Granted 2,808,359 - 5.0 - Exercised (8,200,000) - 4.0 - Forfeited - - - - Outstanding December 31, 2016 2,808,359 $ - 5.0 $ - Granted 2,111,533 $ 0.17 5.0 - Exercised $ - - - Forfeited - - - - Outstanding December 31, 2017 4,919,892 $ - 5.0 $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average fair value at the grant date for options during the years ended December 31, 2017 and 2016 was estimated using the Black-Scholes option valuation model with the following inputs: 2017 2016 Average expected life in years 5 5 Average risk-free interest rate 2.20 % 5.00 % Average volatility 253 % 100 % Dividend yield 0 % 0 % |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | A summary of the status of the Company’s vested and non-vested option grants at December 31, 2017 and December 31, 2016 and 2017 Shares Weighted Average Weighted Vested 3,410,191 $ 0.14 $ 476,080 Non-vested 1,509,701 $ 0.14 $ 211,706 Total 4,919,892 $ 0.14 $ 687,786 2016 Shares Weighted Average Weighted Vested 2,808,359 $ 0.12 $ 73,435 Non-vested - 0.00 $ 0 Total 2,808,359 $ 0.12 $ 73,435 |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following table reflects a summary of Common Stock warrants outstanding and warrant activity during 2017 and 2016: Number of Weighted Weighted Average Warrants outstanding at December 31, 2015 7,946,210 - - Granted during the year 12,645,476 $ 0.0818 4.55 Exercised during the year - - - Forfeited during the year - - - Warrants outstanding at December 31, 2016 20,591,686 - - Granted during the year 5,433,230 $ 0.0818 4.50 Exercised during the year 13,330,539 - - Forfeited during the year - - - Warrants outstanding at December 31, 2017 12,694,377 $ 0.0818 4.50 |
Schedule of Class of Warrant or Right, Expire in Fiscal Year [Table Text Block] | The Common stock warrants expire in the years ended December 31 as follows: Year Amount 2018 - 2019 - 2020 7,946,210 2021 4,748,167 2022 - 12,694,377 |
Stock Compensation Plan [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimates the fair value of warrants using the Black-Scholes pricing model with the following inputs: 2017 2016 Average expected life in years 4.5 5.0 Average risk-free interest rate 2.20 % 5.0 % Average volatility 253 % 100 % Dividend yield 0 % 0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred taxes are as follows: 2017 2016 Deferred tax assets (liabilities): Net operating loss carryforward $ 340,489 $ 175,275 Total deferred tax assets 340,489 175,275 Valuation Allowance (340,489) (175,275) Net Deferred tax assets $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Emerging Growth Company, Minimum expected Revenue | $ 1,000,000,000 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,919,892 | 2,217,958 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,220.545 | 12,064,140 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 19, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retained Earnings (Accumulated Deficit) | $ (6,989,124) | $ (2,847,511) | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (4,208,936) | (1,466,776) | |
Proceeds from Issuance of Common Stock | 0 | $ 366,455 | |
Proceeds from Issuance or Sale of Equity | 591,000 | ||
Tanslation Expense On Convertible Debt | $ 49,500 | ||
Maximum [Member] | Subsequent Event [Member] | |||
Proceeds from Issuance or Sale of Equity | $ 1,620,587 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Dec. 31, 2017USD ($) |
Notes Payable, Related Parties | $ 284,896 |
Jesse Kaplan [Member] | |
Notes Payable, Related Parties | 142,358 |
David Stefansky [Member] | |
Notes Payable, Related Parties | $ 142,358 |
RELATED PARTY TRANSACTIONS (D25
RELATED PARTY TRANSACTIONS (Details Textual) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 27, 2017USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD ($) | Dec. 31, 2017CAD ($) | Oct. 11, 2017USD ($) | Oct. 11, 2017CAD ($) | Jul. 27, 2017CAD ($) | |
Beneficial Owner [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investments | $ | $ 162,350 | ||||||||
Scott Woodow [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment Of Consulting Fees | 116,238 | $ 150,750 | $ 171,519 | $ 236,525 | |||||
Scott Woodow [Member] | Demand Non-interest Bearing [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 47,778 | $ 60,000 | |||||||
Scott Woodow [Member] | Demand Non-interest Bearing [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 86,797 | $ 80,276 | $ 100,000 | $ 109,000 | |||||
Number Of Warrants | shares | 800,000 | ||||||||
Notes Payable | 45,490 | $ 59,000 | |||||||
Prateek Dwivedi [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for Management Fee | $ 304,572 | $ 395,000 | $ 23,568 | $ 32,500 |
CONVERTIBLE NOTES (Details Text
CONVERTIBLE NOTES (Details Textual) | Feb. 02, 2017shares | Nov. 14, 2016USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)$ / shares |
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 327,796 | $ 400,357 | ||
Debt Conversion, Converted Instrument, Shares Issued | shares | 26,914,315 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 80.00% | |||
Warrants Strike Price Percentage On Conversion Price | 120.00% | |||
Debt Instrument, Convertible, Threshold Amount of Stock Price Trigger | $ 5,500,000 | |||
Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 1,500,000 | |||
Warrant [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 9,529,643 | |||
Convertible Notes Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 466,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0409 | |||
Debt Instrument, Convertible, Number of Equity Instruments | 11,947,403 | |||
Debt Instrument, Maturity Date Range, Start | Jul. 7, 2017 | |||
Debt Instrument, Maturity Date Range, End | Nov. 16, 2018 | |||
Promissory Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 609,826 | $ 400,357 |
PROMISSORY NOTES (Details Textu
PROMISSORY NOTES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Proceeds from Notes Payable | $ 196,237 | $ 0 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,393,643 | 8,086,796 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0818 | |||
Promissory Note [Member] | ||||
Proceeds from Notes Payable | $ 196,237 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,133,333 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.075 | |||
Promissory Note [Member] | Subsequent Event [Member] | ||||
Repayments of Other Debt | $ 148,745 | |||
Promissory Note [Member] | Unsecured Convertible Debentures [Member] | Subsequent Event [Member] | ||||
Debt Conversion, Converted Instrument, Amount | $ 47,932 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allocated Share-based Compensation Expense | $ 0 | $ 0 |
Stock Awards [Member] | ||
Allocated Share-based Compensation Expense | 0 | 0 |
Stock Options Awards [Member] | ||
Allocated Share-based Compensation Expense | 0 | 0 |
Non-Vested Stock Awards [Member] | ||
Allocated Share-based Compensation Expense | 0 | 0 |
Securities Underlying Non-Vested Stock [Member] | ||
Allocated Share-based Compensation Expense | $ 2,111,533 | $ 2,808,359 |
STOCK BASED COMPENSATION (Det29
STOCK BASED COMPENSATION (Details 1) - Stock Compensation Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share, Outstanding Number | 2,808,359 | 8,200,000 | |
Share, Granted | 2,111,533 | 2,808,359 | 0 |
Share, Exercised | 0 | (8,200,000) | |
Share, Forfeited | 0 | 0 | |
Share, Outstanding Number | 4,919,892 | 2,808,359 | 8,200,000 |
Weighted- Average Exercise Price, Outstanding | $ 0 | $ 0 | |
Weighted- Average Exercise Price, Granted | 0.17 | 0.08 | |
Weighted- Average Exercise Price, Exercised | 0 | 0 | |
Weighted- Average Exercise Price, Forfeited | 0 | 0 | |
Weighted- Average Exercise Price, Outstanding | $ 0 | $ 0 | $ 0 |
Weighted Average Remaining Contractual Term (in Years), Outstanding | 5 years | 5 years | 6 years |
Weighted Average Remaining Contractual Term (in Years), Granted | 5 years | 5 years | |
Weighted Average Remaining Contractual Term (in Years), Exercised | 0 years | 4 years | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Exercised | 0 | 0 | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | $ 0 |
STOCK BASED COMPENSATION (Det30
STOCK BASED COMPENSATION (Details 2) - Stock Compensation Plan [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Average expected life in years | 5 years | 5 years |
Average risk-free interest rate | 2.20% | 5.00% |
Average volatility | 253.00% | 100.00% |
Dividend yield | 0.00% | 0.00% |
STOCK BASED COMPENSATION (Det31
STOCK BASED COMPENSATION (Details 3) - Stock Compensation Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares, Vested | 3,410,191 | 2,808,359 | |
Shares, Non-vested | 1,509,701 | 0 | |
Shares, Total | 2,111,533 | 2,808,359 | 0 |
Weighted Average Grant Date Fair Value per Share, Vested | $ 0.14 | $ 0.12 | |
Weighted Average Grant Date Fair Value per Share, Non-vested | 0.14 | 0 | |
Weighted Average Grant Date Fair Value per Share, Total | $ 0.14 | $ 0.12 | |
Weighted Average Grant Date Fair Value, Vested | $ 476,080 | $ 73,435 | |
Weighted Average Grant Date Fair Value, Non-vested | 211,706 | 0 | |
Weighted Average Grant Date Fair Value, Total | $ 0 | 0 | $ 0 |
Weighted Average Grant Date Fair Value, Total | $ 73,435 |
STOCK BASED COMPENSATION (Det32
STOCK BASED COMPENSATION (Details 4) - Warrant [Member] - $ / shares | Feb. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share, Outstanding Number | 20,591,686 | 7,946,210 | ||
Share, Granted | 5,433,230 | 12,645,476 | ||
Share, Exercised | 13,330,539 | 0 | ||
Share, Forfeited | 0 | 0 | ||
Share, Outstanding Number | 12,694,377 | 20,591,686 | 7,946,210 | |
Weighted- Average Exercise Price, Outstanding | $ 0 | $ 0 | ||
Weighted- Average Exercise Price, Granted | 0.0818 | 0.0818 | ||
Weighted- Average Exercise Price, Exercised | 0 | 0 | ||
Weighted- Average Exercise Price, Forfeited | 0 | 0 | ||
Weighted- Average Exercise Price, Outstanding | $ 0.0818 | $ 0 | $ 0 | |
Weighted Average Term (Years), Warrants outstanding | 4 years 6 months | 0 years | 0 years | |
Weighted Average Term (Years), Granted | 4 years 6 months | 4 years 6 months 18 days |
STOCK BASED COMPENSATION (Det33
STOCK BASED COMPENSATION (Details 5) | Dec. 31, 2017USD ($) |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 7,946,210 |
2,021 | 4,748,167 |
2,022 | 0 |
Warrants and Rights Outstanding | $ 12,694,377 |
STOCK BASED COMPENSATION (Det34
STOCK BASED COMPENSATION (Details 6) - Stock Compensation Plan [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Average expected life in years | 5 years | 5 years |
Average risk-free interest rate | 2.20% | 5.00% |
Average volatility | 253.00% | 100.00% |
Dividend yield | 0.00% | 0.00% |
STOCK BASED COMPENSATION (Det35
STOCK BASED COMPENSATION (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,393,643 | 8,086,796 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0818 | |||
Warrant Expenses | $ 2,745,730 | $ 301,606 | ||
Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,404,118 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | |||
Chief Technology Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 707,415 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | |||
Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,111,533 | 2,808,359 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.17 | $ 0.08 |
DEVELOPMENT GRANT (Details Text
DEVELOPMENT GRANT (Details Textual) | Jun. 07, 2012CAD ($) |
Grants Refund Percentage | 2.50% |
Revenue from Grants | $ 225,000 |
Maximum [Member] | |
Grants Receivable | $ 300,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforward | $ 340,489 | $ 175,275 |
Total deferred tax assets | 340,489 | 175,275 |
Valuation Allowance | (340,489) | (175,275) |
Net Deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - CAD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards | $ 1,629,068 | $ 1,130,809 |
Operating Loss Carryforwards, Expiration Period | 20 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - SickKids [Member] | Dec. 08, 2011CAD ($) |
Other Commitment | $ 540,000 |
Royalty Guarantees, Commitments, Amount | $ 491,204 |
Royalty On Net Revenue of First Tranche,Percentage | 5.00% |
Other Revenue, Net | $ 15,000,000 |
Royalty On Net Revenue of After First Tranche, Percentage | 2.50% |
Ontario Brain Institute [Member] | |
Other Commitment | $ 491,204 |
Salaries And Consulting Fees [Member] | |
Other Commitment | 437,400 |
Software Development [Member] | |
Other Commitment | 50,000 |
Equipment, Supplies And Overhead [Member] | |
Other Commitment | $ 53,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) | Feb. 02, 2018USD ($) | Feb. 02, 2018CAD ($) | Jan. 31, 2018USD ($) | Jan. 31, 2018CAD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 327,796 | $ 400,357 | ||||
Promissory Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 609,826 | $ 400,357 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||
Repayments of Convertible Debt | $ 60,000 | |||||
Subsequent Event [Member] | Unsecured Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 332,065 | $ 409,000 | ||||
Common Shares Issued Under Qualified Offering Price | 75.00% | 75.00% | ||||
Debt Instrument, Maturity Date | Jul. 31, 2018 | Jul. 31, 2018 | ||||
Subsequent Event [Member] | Secured Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 1,218,620 | $ 1,500,000 | ||||
Common Shares Issued Under Qualified Offering Price | 75.00% | 75.00% | ||||
Debt Instrument, Maturity Date | Jul. 31, 2018 | Jul. 31, 2018 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||
Subsequent Event [Member] | Promissory Notes [Member] | Director [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 59,000 | |||||
Subsequent Event [Member] | Promissory Notes [Member] | Unsecured Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 311,967 | $ 384,000 | ||||
Common Shares Issued Under Purchase Warrants Of Exercise Price | 120.00% | 120.00% | ||||
Subsequent Event [Member] | Additional Promissory Notes [Member] | Unsecured Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 20,098 | $ 25,000 | ||||
Subsequent Event [Member] | Initial Instalment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | 609,310 | 750,000 | ||||
Subsequent Event [Member] | Final Instalment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Convertible Debt | $ 573,307 | $ 750,000 |